Will and Jim run through the town, and at nine P.M. it is deserted. They see Mr. Tetley, the owner of the United Cigar Store. While they are talking, Mr. Tetley freezes, listening to something far off in the distance. Will and Jim run on. They see Mr. Crosetti standing outside of his barber shop with a tear running down his cheek. They laugh at him, and he asks them if they can smell what he can. The smell of cotton candy struck him, and he realized that he had not smelled it in a long time. Mr. Crosetti points out that only circuses sell cotton candy. He stops crying and locks up. Will stops him from turning off his barber pole, ensuring that the comforting mystery of its ribbon will keep running.
Charles Halloway emerges from the bar and sees a man across the street humming a Christmas song. The man puts up posters inside an empty store, sees Halloway, waves, and leaves. Halloway looks into the store, where a sign advertises "Cooger & Dark's Pandemonium Shadow Show." Inside the shop, there is a large block of ice, which the poster advertises as the most beautiful woman in the world. He looks at the ice sculpture and realizes that it looks like a vacuum, a hollow, in the shape of a woman. Halloway wants to leave, but stands transfixed for a while before he does so.
Jim stops at Hickory Street, and tells Will that he must go look at the "Theater." The fifth house on the street has a window that one day the boys looked through to see people undressing and then doing things that neither of them understood. Will did not like the Theater, but Jim could not resist it. He has Will hold his books and goes to see what might be happening. Will walks quickly home with the books.
Jim soon catches up with Will, since there was no one home at the Theater. A piece of paper settles on Jim that Will throws away, but then they both run to get it back. The paper is an advertisement for Cooger and Dark's show, to begin the next day, and it mentions all sorts of strange people. The paper mentions a monster Montgolfier, which Will explains is a balloon. It also mentions an illustrated man, which Jim explains is more than just a tattooed man. They realize that the carnival must be coming to town that night. Without thinking about it, the boys walk home. They say goodnight and head inside.
Will's mother is appeased when he shuts the door again, quietly. He looks in and sees his father and mother sitting quietly. He wonders why his father is so sad and his mother is so happy. He sees that his father holds a handbill for the show, but when he steps into the room Charles Halloway hides the paper. Will goes to bed, hears his father burn the handbill, and then listens to his parents talking. His father is sad and feels old, and Will understands that the carnival worries his father, especially because Charles Halloway does not tell his wife about the handbill. He grabs a book to read and realizes he has one of Jim's dinosaur books. Just before falling asleep he hears his father leave the house, headed back to the library.
Mr. Crosetti's barber pole, with its ribbon mysteriously coming and going, can be viewed as a metaphor for life. Mr. Crosetti is not sure what he has been doing with himself and in what direction his life is moving. In the same way, the ribbon of the barber pole is always moving yet never going anywhere. He leaves the pole on after closing up, and this suggests that there will be more mysteries during the night.
The block of ice that is supposed to be the most beautiful woman in the world troubles Charles Halloway. He does not see a beautiful woman but instead a void within the ice in the shape of a woman. The void calls to a part of him, and he has trouble leaving the store even though he wants to go. Halloway does not want to stay because he knows that something is wrong with the sculpture and wrong with the carnival. But even that knowledge does not make him immune to its charms, and he stays longer than he wants to because he cannot help himself. Charles Halloway has to battle between what he should do and what he wants to do, or at least what he thinks he wants to do.
Jim and Will disagree over the significance of the theater. Although neither of them understands the things that sometimes go on inside the bedroom of the house that they look into, Jim wants to see more, while Will does not want to look at all. Jim and Will have very different personalities, and while Jim constantly wants to explore new things, Will does not always agree. But Jim is willing to do things even without Will, and so his friend's reservations do not really affect him. Since there is no one home, Jim walks back with Will, and the handbill for Cooger and Dark's show soon takes the place of the theater. The boys are enchanted with the idea of a carnival, although in different ways. Jim is excited from the beginning and cannot wait to see everything. Will seems doubtful and unsure but knows that he will not be able to resist seeing the show. Will, like his father, has mixed emotions about the carnival. The boys are so caught up in their talk that they do not realize they have walked home. Even talking about the carnival is associated with losing track of reality.
Will's father is concerned, and some of his concern rubs off on Will. Will has a sense of foreboding and feels that something big is going to happen. He is scared because his father is scared. Will's father wants to work things through on his own, and he heads back to the library without telling his wife what bothers him. In the same way, Will does not share his concerns with Charles Halloway but keeps them to himself. When Will goes to read a book, he realizes that he has one of Jim's dinosaur books. As much as Will may want to do things differently from the way Jim wants to, he cannot escape his friend. Ending up with a book that Jim selected foreshadows that when Will wants to do something different, he will be drawn into Jim's course of action.